Everbright Securities : ANNOUNCEMENT POLL RESULTS OF THE 2019 ANNUAL GENERAL MEETING AND DISTRIBUTION OF FINAL DIVIDEND FOR 2019

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Everbright Securities Company Limited

ΈɽᗇՎٰ΅Ϟࠢʮ̡

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6178)

ANNOUNCEMENT

POLL RESULTS OF THE 2019 ANNUAL GENERAL MEETING

AND DISTRIBUTION OF FINAL DIVIDEND FOR 2019

The board of directors (the "Board") of Everbright Securities Company Limited (the "Company") is pleased to announce the poll results of the 2019 annual general meeting of the Company (the "AGM") held at Jing'an International Plaza, No. 1508 Xinzha Road, Jing'an District, Shanghai, the PRC at 2:30 p.m. on Tuesday, June 2, 2020.

Unless the context otherwise requires, the capitalized terms used in this announcement shall have the same meaning as those defined in the notice of the AGM (the "AGM Notice") of the Company dated April 16, 2020 and the circular (the "Circular") of the Company dated April 16, 2020 in relation to the AGM.

1. CONVENING AND ATTENDANCE OF THE AGM

The AGM was held at Jing'an International Plaza, No. 1508 Xinzha Road, Jing'an District, Shanghai, the PRC at 2:30 p.m. on Tuesday, June 2, 2020.

The AGM was convened by the Board and chaired by Mr. Yan Jun, the chairman and executive Director of the Company. No resolution was rejected or amended at the AGM, and no new resolution was proposed at the AGM for voting and approval.

As at the date of the AGM, there were a total of 4,610,787,639 shares of the Company in issue (including 3,906,698,839 A Shares and 704,088,800 H Shares), which was the total number of shares entitling the holders to attend and vote on the resolutions at the AGM. The Shareholders, including China Everbright Group Ltd. (directly holding 1,159,456,183 A Shares and representing 25.15% of the total issued share capital of the Company) and China Everbright Limited (directly holding 982,250,000 A Shares and representing 21.30% of the total issued share capital of the Company), abstained from voting on the 5th resolution (to consider and approve the Proposal of Expected Ordinary Related Party/Connected Transactions in 2020). Save as mentioned above, there was no restriction on any Shareholders casting votes on the resolutions proposed at the AGM. None of the Shareholders, who was entitled to attend, was required to vote against or abstain from voting in respect of the resolutions proposed at the AGM.

A total of 34 Shareholders and proxies, holding an aggregate of 2,641,308,116 shares with voting rights of the Company, representing approximately 57.285399% of the total shares with voting rights of the Company, have attended the AGM, among which 32 are A Shareholders and proxies, holding an aggregate of 2,208,388,130 A Shares, representing approximately 47.896115% of the total shares with voting rights of the Company; two are H Shareholders and proxies, holding an aggregate of 432,919,986 H Shares, representing approximately 9.389284% of the total shares with voting rights of the Company.

The AGM was duly convened and conducted in compliance with the relevant requirements of the Company Law of the People's Republic of China, relevant laws and regulations, listing rules of the place where the Company is listed and the Articles of Association. Voting at the AGM was conducted through both on-site voting and online voting (only applicable to the A Shareholders of the Company) and the voting methods were in compliance with the relevant requirements of relevant laws and regulations and the Articles of Association.

The Company currently has 12 Directors, of which two Directors attended the AGM. Among the eight existing Supervisors, three Supervisors attended the AGM. Ms. Zhu Qin, the secretary to the Board, also attended the AGM. The representatives of the PRC legal counsel appointed by the Company and the relevant personnel of Computershare Hong Kong Investor Services Limited also attended the AGM.

2. POLL RESULTS OF THE AGM

The poll results of the resolutions proposed at the AGM are as follows:

ORDINARY RESOLUTIONS			For		Against		Abstain
			Shares	Percentage (%)	Shares	Percentage (%)	Shares	Percentage (%)
1.	To consider and approve the 2019 Report of the Board of Directors.	A Shares	2,207,575,062	99.963183	568,272	0.025732	244,796	0.011085
		H Shares	432,796,078	99.971379	71,000	0.016400	52,908	0.012221
		Total	2,640,371,140	99.964526	639,272	0.024203	297,704	0.011271
	As more than one-half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
2.	To consider and approve the 2019 Report of the Supervisory Committee.	A Shares	2,207,566,162	99.962780	577,172	0.026135	244,796	0.011085
		H Shares	432,796,078	99.971379	71,000	0.016400	52,908	0.012221
		Total	2,640,362,240	99.964189	648,172	0.024540	297,704	0.011271
	As more than one-half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
3.	To consider and approve the 2019 Annual Report and its summary.	A Shares	2,207,566,162	99.962780	577,172	0.026135	244,796	0.011085
		H Shares	432,796,078	99.971379	71,000	0.016400	52,908	0.012221
		Total	2,640,362,240	99.964189	648,172	0.024540	297,704	0.011271
	As more than one-half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
ORDINARY RESOLUTIONS			For		Against		Abstain
			Shares	Percentage (%)	Shares	Percentage (%)	Shares	Percentage (%)
4.	To consider and approve the 2019 Profit Distribution Plan.	A Shares	2,207,807,858	99.973724	580,272	0.026276	0	0.000000
		H Shares	432,919,966	99.999995	0	0.000000	20	0.000005
		Total	2,640,727,824	99.978030	580,272	0.021969	20	0.000001
	As more than one-half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
5.	To consider and approve the Proposal of Expected Ordinary Related Party/Connected Transactions in 2020.	A Shares	66,121,475	99.159485	560,472	0.840515	0	0.000000
		H Shares	432,919,986	100.000000	0	0.000000	0	0.000000
		Total	499,041,461	99.887816	560,472	0.112184	0	0.000000
	As more than one-half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.
6.	To consider and approve the Proposal of Proprietary Trading Businesses Scale in 2020.	A Shares	2,207,830,758	99.974761	557,372	0.025239	0	0.000000
		H Shares	432,919,986	100.000000	0	0.000000	0	0.000000
		Total	2,640,750,744	99.978898	557,372	0.021102	0	0.000000
	As more than one-half of the votes were cast in favour of this resolution, the resolution was duly passed as an ordinary resolution.

As more than one-half of the votes were cast in favour of the above resolutions No. 1 to No. 6, the resolutions No. 1 to No. 6 were duly passed as ordinary resolutions.

The scrutineers of the AGM were the Shareholders' representatives of the Company, the Supervisors' representatives of the Company, the representatives of King & Wood Mallesons, the PRC legal counsel of the Company and the representatives of Computershare Hong Kong Investor Services Limited, the Company's H Share registrar.

For details of the above resolutions, please refer to the AGM Notice and Circular.

3. DISTRIBUTION OF FINAL DIVIDEND OF THE COMPANY FOR 2019

(1) Details of Distribution of Dividends

As the 4th resolution regarding the 2019 Profit Distribution Plan of the Company was approved at the AGM, the Board is pleased to announce the following details regarding the distribution of final dividend for 2019 by the Company to the Shareholders:

1. The Company will distribute a final dividend of RMB0.37 (tax inclusive) for every 10

Shares for the year ended December 31, 2019 to H Shareholders whose names appear on the H Share register of members of the Company on Monday, June 22, 2020.

• 2. Cash dividend is denominated and declared in RMB, and paid to A Shareholders in RMB and H Shareholders in HKD. The actual distribution amount in HKD is calculated at the rate of average benchmark exchange rate of RMB against HKD published by the People's Bank of China for five business days prior to the AGM (i.e., RMB0.919174 against HK$1.00), being a cash dividend of HK$0.402535 (tax inclusive) for every 10 H Shares.

• 3. The Company has appointed Computershare Hong Kong Trustees Limited as the receiving agent (the "Receiving Agent") in Hong Kong and will pay to the Receiving Agent the 2019 final dividend declared for payment to H Shareholders. The final dividend will be paid by the Receiving Agent on Friday, July 24, 2020 and would be mailed by the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, by ordinary post to H Shareholders who are entitled to receive the 2019 final dividend of the Company at their own risk.

• 4. In order to determine the list of H Shareholders who are entitled to the 2019 final dividend declared by the Company, the H Share register of members of the Company will be closed from Wednesday, June 17, 2020 to Monday, June 22, 2020 (both days inclusive), during which period no transfer of H Shares will be registered. In order to be entitled to receive the 2019 final dividend, H Shareholders whose transfers have not been registered shall lodge all transfer documents together with the relevant share certificates at the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, June 16, 2020.

(2) Withholding and Payment of Income Tax

Withholding and Payment of Enterprise Income Tax for Non-resident Enterprise Shareholders

According to the Enterprise Income Tax Law of the People's Republic of China, Implementation Regulations on Enterprise Income Tax Law of the People's Republic of China and the Notice of Withholding and Payment of Enterprise Income Tax Regarding China Resident Enterprise Paying Dividend to Non-Resident Enterprise Holders of Overseas H Shares (Guo Shui Han [2008] No. 897), the Company is required to withhold and pay enterprise income tax at the rate of 10% before distributing the final dividend to non-resident enterprise shareholders as appearing on the H Share register of members of the Company. Any shares registered in the name of non-individual shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations, will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the enterprise income tax.

Withholding and Payment of Individual Income Tax for Individual Foreign Shareholders

According to the Individual Income Tax Law of the People's Republic of China and the Notice of the State Administration of Taxation on Issues Concerning Individual Income Tax Collection and Management after the Repeal of Guo Shui Fa [1993] No. 045 (Guo Shui Han [2011] No. 348), the withholding and remitting obligor shall withhold and remit individual income tax for dividends and bonus income of overseas resident individual shareholders arising from the shares issued by domestic non-foreign invested enterprises in Hong Kong.

However, the overseas resident individual shareholders of shares issued by domestic non-foreign invested enterprises in Hong Kong may enjoy the relevant tax preference in accordance with the tax treaty signed by the PRC and the country stated in their respective residential identity and the tax arrangement between the PRC and Hong Kong (Macau). The tax rate for dividends under the relevant tax treaties and tax arrangements is generally 10%, and for the purpose of simplifying tax administration, domestic non-foreign invested enterprises issuing shares in Hong Kong may, when distributing dividend, generally withhold individual income tax at the rate of 10%, and are not obligated to file an application. If the tax rate for dividend is not equal to 10%, the following provisions shall apply:

• • For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of lower than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of the individual H Shareholders when distributing the final dividend;

• • For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, they shall be subject to withholding and paying individual income tax at the effective tax rate stipulated in the relevant tax treaty; and

• • For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 20%, or a country (region) which has not entered into any tax treaties with the PRC, or under any other circumstances, they shall be subject to withholding and paying individual income tax at the rate of 20%.

If an individual H Shareholder is of the view that the tax rate adopted by the Company for the withholding and payment of individual income tax on his/her behalf is not the same as the tax rate stipulated in any tax treaties between the PRC and the countries (regions) in which he/she is domiciled, please submit promptly to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, a letter of entrustment and all application materials showing that he/she is the resident of a country (region) which has entered into a tax treaty with the PRC. The Company will then submit the above documents to competent tax authorities who will proceed with the subsequent tax related arrangements.

(3) Distribution of the Company's Final Dividend for 2019 to the Investors of Northbound Trading

For investors of the Hong Kong Stock Exchange (including enterprises and individuals) investing in the Company's A Shares listed on the Shanghai Stock Exchange (the "Investors of Northbound Trading"), their final dividend will be distributed in RMB by the Company through the Shanghai Branch of China Securities Depository and Clearing Corporation Limited (the "CSDCC") to the account of the nominee holding such A Shares. The Company will withhold and pay income taxes at the rate of 10% on behalf of those investors and will report to competent tax authorities for the withholding.

For the Investors of Northbound Trading who are tax residents of other countries and whose country of domicile is a country which has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, those enterprises or individuals may, or may entrust a withholding agent to, apply to the competent tax authorities of the Company for the preferential treatment under such tax treaty. Upon approval by the competent tax authorities, the paid amount in excess of the tax payable based on the tax rate according to such tax treaty will be refunded.